Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERpWhQGcYd482Ima1RqDM9tnuDq97Vl63TcrJGJGT45dwbctkdR8LAI3tDrv687P OK20+BU+Vl9Zgyl9g+lqDQ== 0001144204-09-065166.txt : 20091217 0001144204-09-065166.hdr.sgml : 20091217 20091217162552 ACCESSION NUMBER: 0001144204-09-065166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091217 DATE AS OF CHANGE: 20091217 GROUP MEMBERS: DANIEL J. CLARK GROUP MEMBERS: GREGORY J. SKODA GROUP MEMBERS: PATRICIA A. SKODA AS TRUSTEE OF THE PATRICIA A. SKODA REVOCA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WCA WASTE CORP CENTRAL INDEX KEY: 0001282398 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 200829917 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79924 FILM NUMBER: 091247528 BUSINESS ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7132922400 MAIL ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LoConti Joseph E. CENTRAL INDEX KEY: 0001025708 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 6140 PARKLAND BLVD. CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: LOCONTI JOSEPH E DATE OF NAME CHANGE: 19961022 SC 13D/A 1 v169252_sc13da.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)

(Amendment No. 1)

WCA Waste Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92926K103

(CUSIP Number)

Joseph E. LoConti, 6140 Parkland Boulevard, Suite 300, Mayfield Heights, OH 44124 (440) 995-5600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 9, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

CUSIP No. 92926K103

Page 2 of 10 Pages


1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

	Joseph E. LoConti
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (see instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEMS 2(d) OR 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

	7	SOLE VOTING POWER

NUMBER OF		1,761,386 *
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,761,386 *
WITH	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,761,386 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES (see instructions)	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	10.68%
14	TYPE OF REPORTING PERSON (see instructions)

	IN

* Includes an option to purchase up to 400,000 Shares at $4.25 per share and such option is currently exercisable.

CUSIP No. 92926K103

Page 3 of 10 Pages


1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

	Daniel J. Clark
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (see instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEMS 2(d) OR 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

	7	SOLE VOTING POWER

NUMBER OF		301,813
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		347,014 *
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		301,813
WITH	10	SHARED DISPOSITIVE POWER

		347,014 *

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	648,827 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES (see instructions)	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	3.93%
14	TYPE OF REPORTING PERSON (see instructions)

	IN

* Includes an option to purchase up to 347,014 Shares at $4.25 per share which is held jointly with the Trust and such option is currently exercisable.

CUSIP No. 92926K103

Page 4 of 10 Pages


1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

	Gregory J. Skoda
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (see instructions)


5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEMS 2(d) OR 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

	7	SOLE VOTING POWER

NUMBER OF
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		462,160 *
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH	10	SHARED DISPOSITIVE POWER

		462,160 *

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	462,160 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES (see instructions)	x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	2.80%
14	TYPE OF REPORTING PERSON (see instructions)

	IN

* Shares held by the Patricia A. Skoda Revocable Trust dated June 5, 2005 of which Mr. Skoda’s wife, Patricia A. Skoda, is the trustee and includes an option to purchase up to 347,014 Shares at $4.25 per share which option is held jointly by the Trust and Mr. Clark, and such option is currently exercisable.

CUSIP No. 92926K103

Page 5 of 10 Pages


1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

	Patricia A. Skoda as Trustee of the Patricia A. Skoda Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
	(see instructions)	(b) ¨

3	SEC USE ONLY

4	SOURCE OF FUNDS (see instructions)

	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEMS 2(d) OR 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

	7	SOLE VOTING POWER

NUMBER OF
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		462,160 *
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH	10	SHARED DISPOSITIVE POWER

		462,160 *

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	462,160 *
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES (see instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

	2.80%
14	TYPE OF REPORTING PERSON (see instructions)

	IN

CUSIP No. 92926K103

Page 6 of 10 Pages

This Amendment No. 1 to Schedule 13D is filed by Joseph E. LoConti, Daniel J. Clark, Gregory J. Skoda and the Patricia A. Skoda Revocable Trust dated June 5, 2005 relating to shares of common stock, par value $0.01 per share (the “Shares”), of WCA Waste Corporation (the “Issuer”) and amends and restates the following Items of the Schedule 13D filed by such persons on October 30, 2009.

Item 3. Source and Amount of Funds.

The Shares and the Option (as defined below) reported in Item 5(c) as having been acquired by Mr. LoConti, Mr. Clark, and the Trust on October 28, 2009 in a privately-negotiated transaction were acquired using personal funds of Messrs. LoConti and Clark and working capital of the Trust. Mr. LoConti, Mr. Clark and the Trust did not borrow any funds to purchase any of the Shares.

The Shares reported in Item 5(c) as having been acquired by Mr. LoConti on October 29, 2009 in open market transactions were acquired using personal funds of Mr. LoConti. Mr. LoConti did not borrow any funds to purchase any of the Shares.

Item 4. Purpose of the Transaction.

Each Reporting Person has acquired the Shares and the Option, as applicable, for investment purposes. Each Reporting Person expects to continuously review his or its investment in the Issuer and, depending on various factors, including but not limited to, the price of the Shares, the terms and conditions of any transaction, prevailing market conditions and such other considerations as they each deem relevant, each Reporting Person may at any time or from time to time, and subject to any required regulatory approvals, acquire additional Shares, preferred stock or securities convertible into or exercisable or exchangeable for Shares from time to time on the open market, in privately-negotiated transactions, directly from the Issuer, or upon the exercise or conversion of securities convertible into or exercisable for Shares, including the Option.

Each Reporting Person also may, at any time, subject to compliance with applicable securities laws and regulatory requirements, dispose of some or all of his or its Shares or the Option or such other Issuer securities he or it owns or may subsequently acquire, depending on various factors, including, but not limited to, the price of Shares, the terms and conditions of any transaction and prevailing market conditions, as well as liquidity and diversification objectives.

Consistent with each of his or its investment intent, each Reporting Persons may have discussed and intends to continue to discuss with Issuer’s management, directors and other shareholders, the Issuer’s financial performance, strategic direction, business prospects and management, as well as various means of maximizing shareholder value. To further the goals of improving the performance of the Issuer and enhancing the value of the investment, discussions with the Issuer may include an active acquisition program of other companies to be undertaken by the Issuer.

On October 25, 2009, Messrs. LoConti, Clark and Skoda entered into a letter agreement with the Issuer with respect to their desire to enter into the transaction described in Item 5(c) below pursuant to which they, as a group, would become the “owners” (as that term is defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)) of more than 15% of the Issuer’s outstanding Shares. Pursuant to this letter agreement, the Issuer confirmed that its Board of Directors approved the transaction reported in Item 5(c) below solely for the purposes of Section 203(a)(1) of the DGCL, in order to provide that the restrictions on “business combinations” as defined in Section 203 of the DGCL shall not apply to the Issuer and the Reporting Persons as a result of the transaction described in Item 5(c) below, and the Reporting Persons agreed not to pursue such transaction without the further approval of the Issuer’s Board of Directors.

On October 29, 2009, the Issuer announced the execution of a non-binding letter of intent with respect to a proposed acquisition of the operations of Live Earth LLC, an Ohio limited liability company (“Live Earth”). Messrs. LoConti, Clark, and Skoda (through his own trust) and the Trust are non-managing members of Live Earth.

CUSIP No. 92926K103

Page 7 of 10 Pages

On December 15, 2009, the Issuer announced that on December 9, 2009, the Issuer, WCA of Massachusetts, LLC, a Delaware limited liability company (“WCA Massachusetts”), WCA of Ohio, LLC, a Delaware limited liability company (“WCA Ohio” and, together with WCA Massachusetts and the Company, the “WCA Parties”) entered into an Equity Interest and Asset Purchase Agreement (the “Agreement”) with Live Earth, Champion City Recovery, LLC, a Massachusetts limited liability company (“CC”), Boxer Realty Redevelopment, LLC, a Massachusetts limited liability company (“BR”), Sunny Farms Landfill LLC, an Ohio limited liability company (“SF”) and New Amsterdam & Seneca Railroad Company, LLC, an Ohio limited liability company (“NA” and, together with CC, BR and SF, the “Live Earth Companies”) on the other hand (Live Earth, together with the Live Earth Companies, the “Live Earth Parties”). Pursuant to the Agreement, the WCA Parties will acquire all of the outstanding equity interests of the Live Earth Companies and certain assets and related liabilities held by Live Earth that relate to the Live Earth Companies, including certain landfill, transfer station and rail haul operation (the “Acquisition”).

The Agreement provides for the Issuer to pay, as acquisition consideration, $2,000,000 in cash, the repayment of approximately $16,750,000 of indebtedness of the Live Earth Parties, the issuance of up to 5,555,556 Shares, which includes 3,555,556 Shares to be issued at closing and up to 2,000,000 Shares that may be issued pursuant to certain earn-out provisions set forth in the Agreement. The closing of the Acquisition is subject to certain conditions, including regulatory approvals and the approval of the Issuer’s stockholders of the issuance of up to 5,555,556 Shares. There can be no assurance that the Acquisition will be completed. At the closing, as members of Live Earth, Messrs. LoConti, Clark and Skoda and the Trust are expected to collectively receive approximately 1,495,000 of the 3,555,556 Shares issued at closing. Messrs. Clark and Skoda and the Trust may become beneficial owners of up to 777,778 Shares that may be issued pursuant to the earn-out provisions due to their ownership interest in the lending entity that is entitled to receive such earn-out Shares pursuant to the Agreement. These amounts are subject to the conditions set forth in the Agreement, as well as distribution determinations and membership allocations.

A copy of the Equity Interest and Asset Purchase Agreement is filed as Exhibit 7.3 hereto and is incorporated by reference into this Item 4.

Except as indicated herein, none of the Reporting Persons have any plan or proposal that relates to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to modify their plans and proposals described in this Item 4 and, as disclosed above, to acquire additional Shares or dispose of Shares from time to time depending on market conditions. Further, subject to applicable laws and regulations, the Reporting Persons may formulate plans and proposals that may result in the occurrence of an event set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) According to the most recently available filing with the Securities and Exchange Commission by the Issuer, there are 16,497,686 Shares outstanding.

Mr. LoConti beneficially owns 1,761,386 Shares, including the Option to purchase up to 400,000 Shares, which represents 10.68% of the Shares outstanding assuming exercise of his Option in full. Mr. Clark beneficially owns 648,827 Shares, including the Option to purchase up to 347,014 Shares held jointly with the Trust, which represents 3.93% of the Shares outstanding assuming exercise of his Option in full. Mrs. Skoda as trustee of the Trust beneficially owns 462,160 Shares, including the Option to purchase up to 347,014 Shares jointly held by the Trust and Mr. Clark, which represents 2.80% of the Shares outstanding assuming exercise of the Trust’s Option in full, and Mr. Skoda may be deemed the beneficial owner of the 462,160 Shares, including the Option, held by the Trust, which represents 2.80% of the Shares outstanding assuming exercise of the Trust’s Option in full. The number of Shares beneficially owned by Messrs. LoConti, Clark and Skoda does not include, and such Reporting Persons do not beneficially own and disclaim beneficial ownership of, any of the 211,491 Shares held as collateral for a loan by Something Better, LLC, of which such Reporting Persons own membership interests representing substantially all of the equity. The Reporting Persons together beneficially own 2,525,359 Shares, which represents 15.31% of the Shares outstanding assuming exercise of the Option of 747,014 Shares in full.

CUSIP No. 92926K103

Page 8 of 10 Pages

(b) Mr. LoConti has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the Shares and the Option owned by him. Mr. Clark has sole power to vote, or to direct the voting of, and sole power to dispose, or to direct the disposition of, the 301,813 Shares owned by him, and shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of the Option to purchase up to 347,014 Shares, which is jointly held with the Trust. Mrs. Skoda, as the trustee of the Trust, may be deemed to have shared power to vote, or direct the voting of, and shared power to dispose, or to direct the disposition of, the 115,146 Shares owned by the Trust and shared power to vote, or direct the voting of, and shared power to dispose, or to direct the disposition of, the Option to purchase up to 347,014 Shares, which is jointly held with Mr. Clark. Mr. Skoda may be deemed to have shared power to vote, or to direct the voting of, and shared power to dispose, or to direct the disposition of, the Shares and the Option held by the Trust. However, the Reporting Persons do not have the power to vote, or to direct the voting of, or the power to dispose, or to direct the disposition of, any of the Shares underlying the Option unless and until the Option is exercised in whole or in part.

(c) Effective October 28, 2009, Mr. LoConti, Mr. Clark and the Trust entered into a privately-negotiated transaction with a third party group pursuant to which (1) Mr. LoConti and the Trust purchased 681,002 Shares and 56,622 Shares, respectively, at a price of $4.00 per share, and (2) Mr. LoConti, Mr. Clark and the Trust entered into an option agreement pursuant to which they each have the right in their sole discretion to purchase additional Shares prior to December 25, 2009 at an exercise price of $4.25 per share (the “Option”). Mr. LoConti has the Option to purchase up to 400,000 Shares (in whole or in part). Mr. Clark and the Trust have the Option to purchase up to 347,014 Shares (in whole or in part) and in such amounts between each other as they so agree; provided that the total number of Shares that can be exercised between the two of them cannot exceed 347,014 Shares.

On October 29, 2009, Mr. LoConti acquired an aggregate of 41,000 Shares in open market transactions, at the following prices: (i) 10,000 Shares at $3.92, (ii) 10,000 Shares at $3.99, (iii) 15,900 Shares at $4.00, (iv) 5,000 Shares at $4.02, and (v) 100 Shares at $3.98.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As disclosed in Item 5(c), effective October 28, 2009 in a privately-negotiated transaction, Mr. LoConti, Mr. Clark and the Trust acquired the Option from a third party group. Mr. LoConti has the Option to purchase up to 400,000 Shares (in whole or in part). Mr. Clark and the Trust have the Option to purchase up to 347,014 Shares (in whole or in part) and in such amounts between each other as they so agree; provided that the total number of Shares that can be exercised between the two of them cannot exceed 347,014 Shares. In addition, as part of the option agreement, Ballard O. Castleman, a member of the Issuer’s board of directors, agreed that if the entities issuing the Option no longer own any of the Shares that they owned as of the date of the option agreement he would resign from the Issuer’s board effective on such date.

On December 9, 2009, Mr. LoConti, Mr. Clark, Mr. Skoda and the Trust entered into a Voting Agreement with the Issuer, pursuant to which each agreed to vote its Shares and not to revoke its consent with respect to its membership interests in Live Earth in favor of the Acquisition.

A copy of the Voting Agreement is filed as Exhibit 7.4 hereto and is incorporated by reference into this Item 6.

CUSIP No. 92926K103

Page 9 of 10 Pages

Item 7. Materials to be Filed as Exhibits.

	7.1*	Option Agreement by and among Joseph E. LoConti, Daniel J. Clark and Patricia A. Skoda as Trustee of the Patricia A. Skoda Revocable Trust dated June 5, 2005 and William P. & Heather H. Esping Children’s Trust, JBJ Lending Company, JEK Sep/Property, LP and Eminence Interests, LP
	7.2*	Joint Filing Agreement
	7.3	Equity Interest and Asset Purchase Agreement dated December 9, 2009 by and among the Issuer, WCA of Massachusetts, LLC and WCA of Ohio, LLC on the one hand, and Live Earth, Champion City Recovery, LLC, Boxer Realty Redevelopment, LLC, Sunny Farms Landfill, LLC, and New Amsterdam & Seneca Railroad Company, LLC on the other hand (incorporated herein by reference to the Issuer’s Current Report on Form 8-K filed on December 15, 2009)
	7.4	Voting Agreement, dated December 9, 2009, by and among Joseph E. LoConti, Daniel J. Clark, Gregory J. Skoda and Patricia A. Skoda as Trustee of the Patricia A. Skoda Revocable Trust dated June 5, 2005 and the Issuer

* Previously filed.

CUSIP No. 92926K103

Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 17, 2009

	/s/ Joseph E. LoConti
	Joseph E. LoConti

	/s/ Daniel J. Clark
	Daniel J. Clark

	/s/ Gregory J. Skoda
	Gregory J. Skoda

	/s/ Patricia A. Skoda
	Patricia A. Skoda as Trustee of the
	Patricia A. Skoda Revocable Trust
	dated June 5, 2005

EX-7.4 2 v169252_ex7-4.htm

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2009, by and among WCA Waste Corporation, a Delaware corporation (“WCA”), and the holders of shares of common stock of WCA set forth on Schedule A hereto (each, a “Stockholder” and together, the “Stockholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below). WCA and WCA Subs (defined below) are collectively referred to as the “WCA Parties.” The WCA Parties and Stockholders are collectively referred to as the “Parties.”

RECITALS

WHEREAS, WCA and the Stockholders are entering into this Agreement in connection with the execution of the Equity Interest and Asset Purchase Agreement dated December 9, 2009 (the “Purchase Agreement”), by and among WCA, WCA of Massachusetts, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of WCA (“WCA Massachusetts”), WCA of Ohio, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of WCA (“WCA Ohio,” together with WCA Massachusetts, the “WCA Subs,”), Live Earth LLC, an Ohio limited liability company (“Live Earth”), Champion City Recovery, LLC, a Massachusetts limited liability company (“CC”), Boxer Realty Redevelopment, LLC, a Massachusetts limited liability company (“BR”), Sunny Farms Landfill, LLC, an Ohio limited liability company (“SF”) and New Amsterdam & Seneca Railroad Company, LLC, an Ohio limited liability company (“NA,” and together with Live Earth, CC, BR and SF, the “Live Earth Parties”) and pursuant to which the WCA Subs will acquire (the “Acquisition”) the Equity Interests (as defined in the Purchase Agreement) and the Transferred Assets (as defined in the Purchase Agreement);

WHEREAS, the Stockholders hold the number of shares of WCA common stock (the “WCA Shares”) set forth opposite each Stockholder’s name on Schedule A hereto;

WHEREAS, the Stockholders are the beneficial owners of the number of issued and outstanding limited liability company interests of Live Earth (the “Interests”) set forth opposite each Stockholder’s name on Schedule A hereto (such limited liability company interests, together with any limited liability company interests of Live Earth in the future owned beneficially or of record by each Stockholder, including any and all securities having voting rights issued or issuable in respect thereof, which each Stockholder is entitled to vote, the “Covered Interests”);

WHEREAS, WCA will file a proxy statement with the Securities and Exchange Commission in connection with its Special Meeting of Stockholders (along with any adjournment thereof, the “WCA Stockholders Meeting”) to be held for the purpose of voting on the issuance of the Securities (the “WCA Approval”), and Live Earth has obtained the approval of the holders of at least 51% of its limited liability company interests of the Acquisition (the “Acquisition Consent”); and

WHEREAS, as a condition to its willingness to enter into the Purchase Agreement, the WCA Parties have requested that the Stockholders enter into this Agreement and agree to vote their WCA Shares in favor of the WCA Approval at the WCA Stockholders Meeting and agree not to revoke the Acquisition Consent with respect to their Covered Interests, upon the terms and subject to the conditions hereof.

AGREEMENT

NOW, THEREFORE, in order to induce the WCA Parties to enter into the Purchase Agreement and in consideration of the representations, warranties, covenants and agreements set forth herein and in the Purchase Agreement (including the benefits that the Parties expect to derive from the Acquisition), the receipt and sufficiency of all of which are hereby acknowledged by the Parties, the Parties agree as follows:

ARTICLE 1

VOTING AGREEMENTS

1.1 Agreement Regarding Covered Interests. Each Stockholder hereby agrees that it will (a) not revoke the consent it has provided with respect to the Covered Interests owned or controlled by it pursuant to the Acquisition Consent, and (b) vote all of the Covered Interests owned or controlled by it (whether at a meeting of the members of Live Earth or by written consent in lieu thereof) to reject any proposal made in opposition to the Acquisition or any other action or transaction which is intended to or could frustrate or impair the right or ability of the WCA Parties and the Live Earth Parties to consummate the Acquisition, including without limitation any competing proposal to acquire all or a substantial part of the business or assets of Live Earth or any or its subsidiaries or any equity interests of Live Earth or any of its subsidiaries, whether by acquisition, tender offer, exchange offer, sale of assets or other transaction involving Live Earth, any of its subsidiaries or the Live Earth members; provided, however, that the foregoing covenant and agreement shall not prohibit the Stockholder from taking or omitting to take any action in his capacity as a director or officer of Live Earth pursuant to any fiduciary duty imposed upon him by applicable law, even though such action or omission is inconsistent with any action required to be taken by the Stockholder in his capacity as a holder of the Covered Interests under this Section 1.1.

1.2 Agreement by Stockholders to Vote WCA Shares. Each Stockholder hereby covenants and agrees to vote all the WCA Shares owned or controlled by them at the WCA Stockholders Meeting (a) in favor of WCA Approval and (b) rejecting any proposal made in opposition to the WCA Approval or any other action or transaction which is intended to or could frustrate or impair the ability of the WCA Parties and the Live Earth Parties to consummate the Acquisition.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER

Each Stockholder represents and warrants to WCA Parent that:

(a) the Stockholder has full power and authority to enter into this Agreement and to perform the Stockholder’s obligations hereunder;

(b) this Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by the WCA Parties) constitutes a valid and binding obligation of, the Stockholder, enforceable against such Stockholder in accordance with its terms;

(c) as of the date hereof, the WCA Shares and the Covered Interests are beneficially owned, and as of the Closing, the WCA Shares will be beneficially owned, by the Stockholder;

(d) as of the Closing, the Covered Interests collectively beneficially owned by the Stockholders will not represent less than 42% of limited liability company interests in Live Earth;

(e) the Covered Interests are all of the securities of Live Earth owned beneficially or of record by the Stockholder on the date hereof that are issued and outstanding;

(f) the WCA Shares are all of the securities of WCA owned beneficially or of record by the Stockholder on the date hereof that are issued and outstanding;

(g) if the Stockholder acquires any additional equity securities of Live Earth after the date hereof, such securities will, without further action of the Stockholder or WCA, be deemed to be Covered Interests hereunder;

(h) the Stockholder will not sell, assign, transfer, gift or otherwise dispose of any WCA Shares from the date hereof through the Closing, and if the Stockholder acquires any additional equity securities of WCA after the date hereof, such securities will, without further action of the Stockholder or WCA, be deemed to be WCA Shares hereunder;

(i) the Stockholder will not deposit the Covered Interests or the WCA Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Covered Interests or WCA Shares or grant any proxy or power of attorney that is inconsistent with this Agreement;

(j) the Stockholder owns the Covered Interests and WCA Shares free and clear of all liens, charges, claims, encumbrances and security interests of any nature whatsoever; and

(k) the execution and delivery of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby do not require the consent, approval or authorization of, or filing with, any person or public authority.

ARTICLE 3

DISPUTE RESOLUTION

3.1 Mediation. If a dispute arises out of or relates to this Agreement, the relationships that result from the Agreement or the breach of the Agreement or the validity or application of any of the provisions of this Section 3.1, and, if the dispute cannot be settled through negotiation, the Parties agree to submit the dispute to mediation prior to commencing litigation. The Parties will attempt in good faith to agree on a neutral mediator to resolve the dispute. The mediation will follow the procedures set forth in the American Arbitration Association Commercial Mediation Rules. If the Parties cannot agree on a mediator within 20 days after mediation has been demanded, they will submit the dispute for mediation to be administered by the American Arbitration Association under the Commercial Mediation Rules before resorting to litigation. No Party may commence or pursue litigation until this non-binding mediation has been conducted and concluded. However, the mediation shall occur in consecutive days and shall not, unless the Parties otherwise agree, extend beyond two weekends. The Parties agree that, upon initiating mediation, they will agree with the mediator on a time at least five days before the mediation to submit and exchange with one another detailed position papers. The position papers shall include a factual recitation of the dispute, each Party’s position on the facts and the law, the Party’s assessment of the likely outcome and its/their position on settlement. Each Party will bear its own expenses incurred (including attorneys’ fees) in connection with the mediation, and will equally share the mediator’s fees and expenses.

3.2 Litigation. If the Parties are unable to resolve their dispute by mediation, after the unsuccessful conclusion of any such mediation, any Party may pursue the remedies available to it at law or equity.

3.3 Attorneys’ Fees. Should any litigation be commenced under this Agreement, the successful Party in such litigation shall be entitled to recover, in addition to such other relief as the court may award, its reasonable attorneys’ fees, expert witness fees, litigation related expenses, and court or other costs incurred in such litigation or proceeding. For purposes of this clause, the term “successful party” means the net winner of the dispute, taking into account the claims pursued, the claims on which the pursuing party was successful, the amount of money sought, the amount of money awarded, and offsets or counterclaims pursued (successfully or unsuccessfully) by the other Party. If a written settlement offer is rejected and the judgment or award finally obtained is equal to or more favorable to the offer or than an offer made in writing to settle, the offer or is deemed to be the successful Party from the date of the offer forward.

ARTICLE 4

GENERAL

4.1 Notices. All notices or other communications required or permitted under this Agreement shall be in writing and may be given by depositing the same in the United States mail, addressed to the Party to be notified, postage prepaid and registered or certified with return receipt requested, by overnight courier, or by delivering the same in person to such Party, addressed as follows:

If to WCA: WCA WASTE CORPORATION

1 Riverway, Suite 1400

Houston, TX 77056

Attn: Tom J. Fatjo, III

Phone: (713) 292-2400

Fax: (713) 292-2455

With a copy to: ANDREWS KURTH LLP

600 Travis

Suite 4200

Houston, Texas 77002

Attn: Jeff C. Dodd

Phone: (713) 220-4200

Fax: (713) 220-4285

or to such other person or address as WCA shall furnish to the Stockholders in writing;

If to the Stockholders, to the address listed opposite such Stockholder’s name on Exhibit A hereto, or to such other person or address as a Stockholder shall furnish to WCA in writing.

Notice shall be deemed given and effective (i) the day personally delivered, (ii) the day received if sent by overnight courier, subject to signature verification, and (iii) the earlier of three days after the date on which a certified mail with return receipt requested is deposited in the U.S. mails or the date on which a return receipt is signed for or on behalf of the Party. Any Party may change the address for notice by notifying the other Parties of such change in accordance with this Section 4.1.

4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

4.3 Successors; Assignment. The terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the heirs, personal representatives, successors and permitted assigns of the Parties. This Agreement and the rights hereunder may not be assigned or transferred by the WCA Parties, except with the prior written consent of the Stockholders.

4.4 Termination. The obligations set forth in Article 1 of this Agreement shall terminate at the earliest of (a) the Closing, (b) the date of the termination of the Purchase Agreement in accordance with its terms or (c) the date upon which written notice of termination of this Agreement is given by WCA to the Stockholders expressly referring to this Section 4.4. The remaining provisions of this Agreement shall terminate at the earliest of: (a) the date of termination of the Purchase Agreement in accordance with its terms, or (b) the date that all obligations of the Stockholders are fully satisfied. Each Stockholder acknowledges that the WCA Parties will enter into the Purchase Agreement in reliance upon this Agreement, and that agreement of the Stockholders hereunder is granted in consideration for the execution and delivery of the Purchase Agreement by the WCA Parties.

4.5 Specific Performance. The Parties acknowledge and agree that performance of their respective obligations hereunder will confer a unique benefit on the other and that a failure of performance will result in irreparable harm to the other and will not be compensable by money damages. The Parties therefore agree that this Agreement shall be specifically enforceable and that specific enforcement and injunctive relief shall be a remedy properly available to each Party for any breach of any agreement, covenant or representation of any other Party hereunder.

4.6 Further Assurances. Each Stockholder will, upon request, execute and deliver any additional documents and take such further actions as may reasonably be deemed by WCA to be necessary or desirable to carry out the provisions hereof. In addition, the Stockholder agrees to cooperate with WCA, a WCA’s expense, in furnishing to WCA information, evidence, testimony and other assistance reasonably requested by WCA in connection with obtaining permits and approvals and in connection with any actions, proceedings, arrangements or disputes pertaining to periods prior to the Closing Date.

4.7 Severability. If any term, provision, covenant or restriction of this Agreement, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement or the application thereof to any other circumstance, shall remain in full force and effect, shall not in any way be affected, impaired or invalidated and shall be enforced to the fullest extent permitted by law.

4.8 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof.

4.9 Amendment. This Agreement may not be changed, amended or modified orally, but only by an agreement in writing signed by the Party against whom any waiver, change, amendment, modification or discharge may be sought.

4.10 Gender; Interpretation. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph or other subdivision. The word “include” or “including” means include or including, without limitation. No provision of this Agreement shall be interpreted or construed against either Party solely because that Party or its legal representative drafted such provision.

4.11 Time of the Essence. Time is of the essence of this Agreement.

4.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, WCA, WCA Sub and the Stockholders have duly executed this Agreement or caused this Agreement to be duly executed as of the date first above written.

	WCA WASTE CORPORATION

	By:	/s/ Michael A. Roy
	Name:	Michael A. Roy
	Title:	Vice President and General Counsel

	STOCKHOLDERS:

	/s/ Joseph E. LoConti
	Joseph E. LoConti

	/s/ Daniel J. Clark
	Daniel J. Clark

	/s/ Gregory J. Skoda
	Gregory J. Skoda

	PATRICIA A. SKODA REVOCABLE TRUST

	/s/ Patricia A. Skoda
	Patricia A. Skoda, its Trustee

Schedule A

List of Stockholders

Stockholder	WCA Shares	Covered Interests

Joseph E. LoConti Tower 1 Partnership LLC 6140 Parkland Blvd. Mayfield Heights, OH 44124	1,361,386 Shares		15.38	%

Daniel J. Clark 35875 Michael Drive Solon, OH 44139	301,813 Shares		19.24	%

Gregory J. Skoda 13390 Ledgebrook Lane Chagrin Falls, OH 44022	56,622 Shares		1.31	%

Patricia A. Skoda, Trustee of the Patricia A. Skoda Revocable Trust 13390 Ledgebrook Lane Chagrin Falls, OH 44022	115,146 Shares*		11.77	%

TOTAL:	1,778,345 Shares		47.7	%

* Includes Greg Skoda’s Shares.

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